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GDO
GDO
GDO - Gold One International Limited - Form 604 - Notice of change of
interests of substantial holder
Gold One International Limited
Registered in Western Australia under the Corporations Act, 2001 (Cth)
Registration number ACN: 094 265 746
Registered as an external company in the Republic of South Africa
Registration number: 2009/000032/10
Share code on the ASX/JSE: GDO
ISIN: AU000000GDO5
OTCQX International: GLDZY
("Gold One" or the "company")
FORM 604 - NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER
A substantial holder of Gold One, on Friday, 12 August 2011, submitted to
the Australian Securities Exchange ("ASX") the following FORM 604 - "Notice
of change of interests of substantial holder".
QUOTE
To Company Name/Scheme
Gold One International Limited ("Gold One")
ACN/ARSN
094 265 746
Details of substantial holder(1)
BCX Gold Investment Holdings Limited ("BCX
Name Gold")(and its related bodies corporate
and associates named in this form,
including Baiyin Nonferrous Group Co.
Limited)
ACN/ARSN (if applicable) N/A
There was a change in the interests of the substantial 12 August 2011
holder on
The previous notice was given to the company on 04 August 2011
The previous notice was dated 03 August 2011
2 Previous and present voting power
The total number of votes attached to all the voting shares in the company
or voting interests in the scheme that the substantial holder or an
associate (2) had a relevant interest (3) in when last required, and when
now required, to give a substantial holding notice to the company or scheme,
are as follows:
Class of
securities (4) Previous notice Present notice
Person`s Voting power Person`s Voting power
votes (5) votes (5)
Fully Paid 142,689,350 17.6749%* 151,705,041 18.75%
Ordinary
Securities
("Shares")
*In the previous notice, voting power of 17.6749% was disclosed. The voting
power which should have been disclosed was 17.6379%
3 Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant
interest of the substantial holder or an associate in voting securities of
the company or scheme, since the substantial holder was last required to
give a substantial holding notice to the company or scheme are as follows:
Person
whose Consideration Class and
relevant given in number of Person`s
Date of interest Nature of relation to securities votes
change changed change (6) change (7) affected affected
See BCX Gold Acquisition Consideration 9,015,891 9,015,891
annexure of a relevant payable on Ordinary
A Interest in the terms of Shares
fully paid the Offer
ordinary
shares in
Gold One
arising upon
acceptance of
the takeover
offer set out
in the
Bidder`s
Statement
dated 3
August 2011
("Bidder`s
Statement")
("Offer")**
See Balyin As above As above As above As above
annexure Precious Note: BCX
A Metals Gold is
Investment wholly owned
Limited by BPM
("BPM")
See Balyin As above As above As above As above
annexure Nonferrous Note: BCX
A Group Co Gold is
Limited wholly owned
("Balyin") by Balyin
See China- As above As above As above As above
annexure Africa Note: China-
A Development Africa
Fund Development
Fund has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
dated 5 July
2011, a copy
of which was
annexed to
the ASIC Form
604 dated 11
July 2011
("Exclusivity
Agreement")
See China- As above As above As above As above
annexure Africa Gold Note: China-
A Investment Africa
Holding Co. Investment
Limited Holding co.
Limited has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
See China As above As above As above As above
annexure Development Note: China
A Bank Development
Corporation Bank
Corporation
has a
relevant
interest
under section
608(3)(b)
because it
controls
China-Africa
Development
Fund
See Long March As above As above As above As above
annexure Capital Note: Long
A Limited as March capital
co-manager Limited has a
of Changxin relevant
Element interest
Development under section
LLP 608(1)(c)as a
result of the
Exclusivity
Agreement
See CITIC As above As above As above As above
annexure Kingview Note CITIC
A capital Kingview
Management Capital
Co. Ltd as Management
co-manager Co. Ltd has a
of Changxin relevant
Element interest
Development under section
LLP 608(1)(c) as
a result of
the
Exclusivity
Agreement
See CX Elements As above As above As above As above
annexure Investment Note: CX
A Ltd Elements
Investment
Ltd has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
See CX Gold As above As above As above As above
annexure Investment Note: CX Gold
A Holdings Investment
Ltd Holdings Ltd
has a
relevant
interest
under section
608(1)(c) as
a result of
the
Exclusivity
Agreement
** The Offer is subject to a number of conditions (including approval of the
subscriptions) as described in the Bidder`s Statement.
4 Present relevant interests
Particulars of each relevant interest of the substantial holder in voting
securities after the change are as follows:
Holder of Registe Person Nature of Class and Person`s
relevant red entitled relevant number of votes
interest holder to be interest (6) securitie
of registered s
securit as holder
ies (8)
BCX Gold Various Subject to Relevant 9,015,691 9,015,69
Gold the terms interest under Ordinary 1
One and section 608(8) shares
shareho conditions as a result of
lders of the acceptances of
who Offer, BCX the Offer. The
have Gold offer is
accepte subject to a
d the number of
Offer conditions as
described in
the Bidders
Statement
BPM BPM BCX Gold has a 142,689,3 142,689,
relevant 50 350
interest under Ordinary
section shares
608(1)(c) as a
result of the
Exclusivity
Agreement
BPM Various Subject to BPM has a 9,015,691 9,015,69
Gold the terms relevant Ordinary 1
One and interest under shares
shareho conditions section
lders of the 608(3)(a) as
who Offer BCX BCX Gold is
have Gold wholly owned by
accepte BPM. The
d the relevant
Offer interest arises
through
acceptance of
the Offer.
BPM BPM Relevant 142,689,3 142,689,
interest under 50 350
section Ordinary
608(1)(a) as shares
the current
holder of
securities
Balyin Various Subject to BPM has a 9,015,691 9,015,69
Gold the terms relevant Ordinary 1
One and interest under shares
shareho conditions section
lders of the 608(3)(a) as
who Offer BCX BCX Gold is
have Gold wholly owned by
accepte BPM. The
d the relevant
Offer interest arises
through
acceptance of
the Offer.
BPM BPM BPM is wholly 142,689,3 142,689,
owned and 50 350
controlled by Ordinary
Balyin shares
China-Africa Various Subject to China-Africa 9,015,691 9,015,69
Development Gold the terms Development Ordinary 1
Fund One and Fund has a shares
shareho conditions relevant
lders of the interest under
who Offer BCX section
have Gold 608(1)(c) as a
accepte result of the
d the Exclusivity
Offer Agreement. The
relevant
interest arises
through
acceptances of
the Offer
BPM BPM China-Africa 142,689,3 142,689,
Development 50 350
Fund has a Ordinary
relevant shares
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
China-Africa Various Subject to China-Africa 9,015,691 9,015,69
Investment Gold the terms Investment Ordinary 1
Holding Co. One and Holding Co. shares
Limited shareho conditions Limited has a
lders of the relevant
who Offer BCX interest under
have Gold section
accepte 608(1)(c) as a
d the result of the
Offer Exclusivity
Agreement The
relevant
interest arises
through
acceptances of
the Offer
BPM BPM China-Africa 142,689,3 142,689,
Investment 50 350
Holding Co. Ordinary
Limited has a shares
relevant
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
China Various Subject to China 9,015,691 9,015,69
Development Gold the terms Development Ordinary 1
Bank One and bank shares
Corporation shareho conditions Corporation has
lders of the a relevant
who Offer BCX interest under
have Gold section
accepte 608(3)(b)
d the because it
Offer controls China-
Africa
Development
Fund. The
relevant
interest arises
through
acceptances of
the Offer
BPM BPM China 142,689,3 142,689,
Development 50 350
Bank Ordinary
Corporation has shares
a relevant
interest under
section
608(3)(b)
because it
controls China-
Africa
Development
Fund
Long March Various Subject to Long March 9,015,691 9,015,69
Capital Gold the terms Capital Limited Ordinary 1
Limited as co- One and has a relevant shares
manager of shareho conditions interest under
Changxin lders of the section
Element who Offer BCX 608(1)(c) as a
Development have Gold result of the
LLP accepte Exclusivity
d the Agreement. The
Offer relevant
interest arises
through
acceptances of
the Offer
BPM BPM Long March 142,689,3 142,689,
Capital Limited 50 350
has a relevant Ordinary
interest under shares
section
608(1)(c) as a
result of the
Exclusivity
Agreement
CITIC Kingview Various Subject to CITIC Kingview 9,015,691 9,015,69
Capital Gold the terms Capital Ordinary 1
Management Co. One and Management Co. shares
Ltd as co- shareho conditions Ltd has a
manager of lders of the relevant
Changxin who Offer BCX interest under
Element have Gold section
Development accepte 608(1(c) as a
LLP d the result of the
Offer Exclusivity
Agreement. The
relevant
interest arises
through
acceptances of
the Offer
BPM BPM CITIC Kingview 142,689,3 142,689,
Capital 50 350
Management Co. Ordinary
Ltd has a shares
relevant
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
CX Elements Various Subject to CX Elements 9,015,691 9,015,69
Investment Ltd Gold the terms Investment Ltd Ordinary 1
One and has a relevant shares
shareho conditions interest under
lders of the section
who Offer BCX 608(1)(c) as a
have Gold result of the
accepte Exclusivity
d the Agreement. The
Offer relevant
interest arises
through
acceptances of
the Offer
BPM BPM CX Elements 142,689,3 142,689,
Investment Ltd 50 350
has a relevant Ordinary
interest under shares
section
608(1)(c) as a
result of the
Exclusivity
Agreement
CX Gold Various Subject to CX Elements 9,015,691 9,015,69
Investment Gold the terms Investment Ordinary 1
Holdings Ltd One and Holdings Ltd shares
shareho conditions has a relevant
lders of the interest under
who Offer BCX section
have Gold 608(1(c) as a
accepte result of the
d the Exclusivity
Offer Agreement. The
relevant
interest arises
through
acceptances of
the Offer
BPM BPM CX Gold 142,689,3 142,689,
Investment 50 350
Holdings Ltd Ordinary
has a relevant shares
interest under
section
608(1)(c) as a
result of the
Exclusivity
Agreement
5 Changes in association
The persons who have become associates (2) of, ceased to be associates of,
or have changed the nature of their association (9) with, the substantial
holder in relation to voting interests in the company or scheme are as
follows:
Name and ACN/ARSN
(if applicable) Nature of association
N/A N/A
6 Addresses
The addresses of persons named in this form are as follows:
Name ACN Address
BCX Gold N/A 96 Youhao Road, Balyin District, Gansu, China
Investment
Holdings Ltd
Balyin N/A 96 Youhao Road, Balyin District, Gansu, China
Nonferrous
Group Co. Ltd
Balyin N/A 96 Youhao Road, Balyin District, Gansu, China
Precious
Metals
investment Ltd
China-Africa N/A F10/F11, Tower C, Chamsunny World Trade
Development center, No.28 Fuxinmennei Street, Xicheng
Fund District, Beijing, China
China-Africa N/A F10/F11, Tower C, Chamsunny World Trade
Gold center, No.28 Fuxinmennei Street, Xicheng
Investment District, Beijing, China
Holding Co.
Limited
China N/A No.29 Fuchengmenwai Street Xicheng District,
Development Beijing
Bank
Corporation
Long March N/A Tlanjin Harbour Bonded Area Halgang 6th Road,
Capital No 78, B-614, c/o Suite 2111, Orient Plaza
Limited as co- Block E1, 1 Chang an Avenue, Beijing, China
manager of 100738
Changxin
Element
Development
LLP
CITIC Kingview N/A c/o suite, Beijing Capital Mansion Building
Capital No 6, Xinyuan South Road, chaoyang District
management Co. Beijing, China, 100004
Ltd as co-
manager of
Chanxin
Element
Development
LLP
CX Elements N/A c/o 2111, Orient Plaza Block E1, 1 Chang an
Investment Ltd Avenue, Beijing, China 100738
CX Gold N/A c/o 2111, Orient Plaza Block E1, 1 Chang an
Investment Avenue, Beijing, China 100738
Holdings Ltd
Signature
Print Name
Alex YAO
Capacity
Attorney
Date 15 August 2011
DIRECTIONS
(1) If there are a number of substantial holders with similar or related
relevant interests (eg. a corporation and its related corporations, or the
manager and trustee of an equity trust), the names could be included in an
annexure to the form. If the relevant interests of a group of persons are
essentially similar, they may be referred to throughout the form as a
specifically named group if the membership of each group, with the names and
addresses of members is clearly set out in paragraph 6 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act
2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of
the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into
separate classes.
(5) The person`s votes divided by the total votes in the body corporate or
scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the
change in relevant interest occurred. If subsection 671B(4) applies, a copy
of any document setting out the terms of any relevant agreement, and a
statement by the person giving full and accurate details of any contract,
scheme or arrangement, must accompany this form, together with a written
statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the
exercise of, or influence the exercise of, the voting powers or disposal of
the securities to which the relevant interest relates (indicating clearly
the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations
Act 2001.
(7) Details of the consideration must include any and all benefits, money
and other, that any person from whom a relevant interest was acquired has,
or may, become entitled to receive in relation to that acquisition. Details
must be included even if the benefit is conditional on the happening or not
of a contingency. Details must be included of any benefit paid on behalf of
the substantial holder or its associate in relation to the acquisitions,
even if they are not paid directly to the person from whom the relevant
interest was acquired.
(8) If the substantial holder is unable to determine the identity of the
person (eg. if the relevant interest arises because of an option) write
"unknown".
(9) Give details, if appropriate, of the present association and any change
in that association since the last substantial holding notice.
Annexure A
Date of acceptances Number of shares
08/08/11 208,387
09/08/11 99,971
10/08/11 253,500
11/08/11 64,240
12/08/11 8,389,593
Total 9,015,691
UNQUOTE
Johannesburg
15 August 2011
JSE Sponsor
Macquarie First South Advisers (Pty) Limited
Date: 15/08/2011 11:09:23 Produced by the JSE SENS Department.
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